Common use of Additional Closing Date Deliveries and Actions Clause in Contracts

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Seller in respect of the Purchased Assets or the consummation of the transactions contem- plated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Seller to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by Seller and the Stockholders of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Seller's Closing Documents". --------------------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Resources Inc /De/)

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Additional Closing Date Deliveries and Actions. (a) On the Closing Date, the Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, including the Assumed Contracts, (x) all evidences of consentconsents, waiver waivers or approval approvals obtained by the Seller in respect of the Purchased Assets or the consummation of the transactions contem- plated contemplated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by the Seller to Buyer on the Closing Date pursuant to Article 5 hereof, hereof and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by Seller and the Stockholders of the Retained Liabilities transactions contemplated hereby and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and at the Businesslocations where such Purchased Assets are held or maintained prior to Closing. All of the documents described in (w) through (z) hereof are hereinafter referred to as the "Seller's -------- Closing Documents". -------------------------------------------

Appears in 1 contract

Samples: Execution Copy (Medical Resources Inc /De/)

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Seller in respect of the Purchased Assets or the consummation of the transactions contem- contem plated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Seller to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by Seller and the Stockholders Sellers of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Seller's Closing Documents". --------------------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Resources Inc /De/)

Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Seller shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Seller in respect of the Purchased Assets or the consummation of the transactions contem- contem plated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Seller to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by Seller and the Stockholders General Partner of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Seller's Closing Documents". --------------------------

Appears in 1 contract

Samples: Execution Copy (Medical Resources Inc /De/)

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Additional Closing Date Deliveries and Actions. (a) On the Closing Date, Seller Sellers shall (i) deliver, or execute and deliver, to Buyer (w) a Xxxx of Sale, Assignment and Assumption Agreement in substantially the form annexed hereto as Exhibit A with respect to the Purchased --------- Assets, (x) all evidences of consent, waiver or approval obtained by Seller Sellers in respect of the Purchased Assets or the consummation of the transactions contem- plated contemplated by this Agreement, (y) all of the documents, instruments and opinions contemplated to be delivered by Seller Sellers to Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all such other bills of sale, assignments and other instruments of transfer or conveyances as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer and the retention by Seller and the Stockholders Sellers of the Retained Liabilities and (ii) take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession and control and provide Buyer with the benefits of the Purchased Assets and the Business. All of the documents described in (w) through (z) hereof are hereinafter referred to as "Seller's Sellers' Closing Documents". --------------------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Resources Inc /De/)

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